Imperial Capital Group, Inc. Sample Contracts

OFFICE LEASE 2000 AVENUE OF THE STARS ENTERTAINMENT CENTER L.L.C., a Delaware limited liability company as Landlord, and IMPERIAL CAPITAL, LLC, a Delaware limited liability company, as Tenant.
Office Lease • October 21st, 2009 • Imperial Capital Group, Inc. • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between ENTERTAINMENT CENTER L.L.C., a Delaware limited liability company (“Landlord”), and IMPERIAL CAPITAL, LLC, a Delaware limited liability company (“Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of , 2010, by and between Imperial Capital Group, L.P., a Delaware limited partnership (“ICG LP”), and Jason W. Reese (“Executive”).

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CREDIT AGREEMENT dated as of May 9, 2007 between IMPERIAL CAPITAL GROUP, LLC and CITY NATIONAL BANK
Credit Agreement • December 8th, 2009 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • California

THIS CREDIT AGREEMENT, dated as of May 9, 2007, is entered into between IMPERIAL CAPITAL GROUP, LLC, a Delaware limited liability company (“Borrower”) and CITY NATIONAL BANK, a national banking association (“Lender”), as amended by Amendment Number One to Credit Agreement, dated November 7, 2008, and as further amended by Amendment Number Two to Credit Agreement, dated September 28, 2009.

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LIMITED LIABILITY COMPANY AGREEMENT FOR ICGI HOLDINGS, LLC As of , 20
Limited Liability Company Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This Limited Liability Company Agreement (this “Agreement”), of ICGI Holdings, LLC (the “Company”) is made as of , 2010, by and among the parties listed on the signature pages hereof (the “Members”).

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EXCHANGE AGREEMENT by and among IMPERIAL CAPITAL GROUP, INC., ICGI HOLDINGS, LLC and IMPERIAL CAPITAL GROUP, LLC Dated as of [—], 2010
Exchange Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of [—], 2010, by and among Imperial Capital Group, Inc., a Delaware corporation (“ICGI”), ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings”) and Imperial Capital Group, LLC, a Delaware limited liability company (“ICG LLC” and together with ICGI and ICGI Holdings, the “Parties” and each a “Party”).

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CONTRIBUTION AGREEMENT by and among THE MEMBERS OF IMPERIAL CAPITAL GROUP, LLC and ICGI HOLDINGS, LLC Dated as of [—], 2010
Contribution Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 2010, by and among the members of Imperial Capital Group, LLC listed on the signature page hereto (each a “ICG LLC Member” and collectively the “ICG LLC Members”) and ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings” and together with the ICG LLC Members, the “Parties” and each a “Party”).

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REGISTRATION RIGHTS AGREEMENT By and among IMPERIAL CAPITAL GROUP, INC. and IMPERIAL CAPITAL GROUP HOLDINGS, LLC and ICGI HOLDINGS, LLC Dated as of [—], 2010
Registration Rights Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2010, by and among Imperial Capital Group, Inc., a Delaware corporation (the “Company”), Imperial Capital Group Holdings, LLC, a Delaware limited liability company (“ICGH LLC”), and ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings,” and together with ICGH LLC, the “Covered Persons”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IMPERIAL CAPITAL GROUP, L.P. Dated as of , 2010
Limited Partnership Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Imperial Capital Group, L.P. (formerly known as, and successor by statutory conversion to, Imperial Capital Group, LLC) (the “Partnership”) is entered into and shall be effective as of the commencement of business on the day of , 2010, by and between Imperial Capital Group, Inc., a Delaware corporation (the “Public Company” or the “General Partner”), ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings” or the “Initial General Partner”) and Imperial Capital Group Holdings, LLC (the “ICGH LLC”), pursuant to the provisions of the Act, on the terms and conditions set forth hereinafter.

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TAX RECEIVABLE AGREEMENT by and between IMPERIAL CAPITAL GROUP, INC. and ICGI HOLDINGS, LLC Dated as of [—], 2010
Tax Receivable Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of , 2010, by and between Imperial Capital Group, Inc., a Delaware company (the “Corporation”), and ICGI Holdings, LLC, a Delaware limited liability company (“Holdings” and together with the Corporation, the “Parties” and each a “Party”).

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IMPERIAL CAPITAL GROUP, INC. (a Delaware corporation) [—] Shares of Class A Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENT
Purchase Agreement • January 11th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

Imperial Capital Group, Inc., a Delaware corporation (the “Company”), Imperial Capital Group, LLC, a Delaware limited liability company (“ICG LLC”), and the persons listed in Schedule B hereto (the “Historic Partners”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, JMP Securities LLC and Imperial Capital, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acti

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